To,
The Members,

Kalpa Commercial Limited

1st Floor, 984, Pocket C,
IFC Ghazipur,
Delhi - 110 096 IN.
The Directors have pleasure in submitting their 39th Annual
report on the business and operations of the Company along with the Audited Balance Sheet
and Profit & Loss Accounts for the year ended 31st March, 2024.

FINANCIAL RESULTS

Financial Results of the Company for the year under review along with
the figures for previous year are as follows:

(Amt.in "000")


  

    
Details
    
Year ended 31.03.2024
    
Year ended 31.03.2023
  
  

    
T otal Revenue
    
15,650
    
3,35,520
  
  

    
Expenditure
    
17,764
    
5,66,866
  
  

    
Depreciation
    
-
    
-
  
  

    
Exceptional Items
    
-
    
-
  
  

    
Profit/(Loss) before Tax
    
(2,020)
    
(2,29,637)
  
  

    
Tax Expense
    
-
    
-
  
  

    
Profit/(Loss) after Tax
    
(2,020)
    
(2,29,637)
  


REVIEW OF OPERATIONS

During the year under review, your Company has reported revenue of Rs.
156.50 lakhs from operations Financial Year 2023-24 as against the Rs. 3355.20 Lakhs
revenue of Last year.

DIVIDEND

No dividend was declared for the Financial Year ended 31st
March, 2024 by the Board of Directors. GENERAL RESERVES


During the year under review, no amount was transferred to general
reserves.

SHARE CAPITAL

During the year under review, the Company has not issued any shares.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The question of non-compliance of the relevant provisions of the law relating to
acceptance of deposit does not arise.

SUBSIDIARIES

The Company is not having any subsidiary company.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS


  

    
Name of Director
    
Director Identification
    Number (DIN)
    
Designation
    
Category
  
  

    
Mr. Mukul Jindal
    
07229720
    
Whole Time Director
    
Executive Director
  
  

    
Mr. Shivam Kumar
    
08436589
    
Independent

    
Director
    
Non-Executive

    
Director
  
  

    
Mrs. Shivani
    
09426134
    
Non-Independent

    
Director
    
Non-Executive

    
Director
  
  

    
Mr. Ishant Malhotra
    
06459062
    
Managing Director
    
Executive Director
  
  

    
Mr. Love Kumar
    
10180176
    
Director
    
Non-Executive

    
Director
  

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of Independence as prescribed under
Section 149(6) of the Companies Act, 2013.

Declaration by an Independent Director
(a) Annual Evaluation of Board Performance and Performance of its
Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance, and
that of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its Committees and
Directors.
The Board's functioning was evaluated on various aspects, including
inter alia structure of the Board, including qualifications, experience and competence of
Directors, diversity in Board and process of appointment; Meetings of the Board, including
regularity and frequency, agenda, discussion and dissent, recording of minutes and
dissemination of information; functions of the Board, including strategy and performance
evaluation,
corporate culture and values, governance and compliance, evaluation of
risks, grievance redressal for investors, stakeholder value and responsibility, conflict
of interest, review of Board evaluation and facilitating Independent Directors to perform
their role effectively; evaluation of management's performance and feedback, independence
of management from the Board, access of Board and management to each other, succession
plan and professional development; degree of fulfillment of key responsibilities,
establishment and delineation of responsibilities to Committees, effectiveness of Board
processes, information and functioning and quality of relationship between the Board and
management.
Directors were evaluated on aspects such as qualifications, prior
experience, knowledge and competence, fulfillment of functions, ability to function as a
team, initiative, availability and attendance, commitment, contribution, integrity,
independence and guidance/support to management outside Board/Committee Meetings. In
addition, the Chairman was also evaluated on key aspects of his role, including
effectiveness of leadership and ability to steer meetings, impartiality, ability to keep
shareholders' interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included
mandate and composition; effectiveness of the Committee; structure of the Committee;
regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes
and dissemination of information; independence of the Committee from the Board;
contribution to decisions of the Board; effectiveness of meetings and quality of
relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairman and the Non Independent Directors was carried out by the Independent
Directors, who also reviewed the performance of the Board as a whole. The NRC also
reviewed the performance of the Board, its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an
individual basis, as appropriate. Significant highlights, learning and action points with
respect to the evaluation were presented to the Board.

BOARD AND COMMITTEE MEETINGS
BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company /
Business Policy and Strategy apart from other Board business. The Board / Committee
Meetings are scheduled in compliance with the provisions of the Companies Act, 2013.
The Agenda of the Board / Committee meetings includes detailed notes on
the items to be discussed at the meeting is circulated at least a week prior to the date
of the meeting.
The Board met Eight times in the Financial Year 2023-24 viz. on
16.05.2023, 25.05.2023, 19.07.2023, 11.08.2023, 30.08.2023, 08.11.2023, 22.01.2024 and
14.02.2024.

COMMITTEES OF THE BOARD

The following are the committees constituted by the Board as;
(i) Audit Committee;
(ii) Nomination and Remuneration Committee; and
(iii) Stakeholder Relationship Committee

The Composition of the Committees as on March 31, 2024 is as follows:

(i) Audit Committee;

  

    
SI. No. Name of
    Member
    
Designation
    (and Category)
  
  

    
1 Mr. Shivam Kumar
    
Chairperson

    
Director)
    
(Non-Executive
    
Independent
  
  

    
2 Mrs. Shivani
    
Member

    
Director)
    
(Non-Executive
    
Independent
  
  

    
3 Mr. Love Kumar
    
Member

    
Director)
    
(Non-Executive
    
Independent
  

(ii) Nomination and Remuneration Committee

  

    
SI. No. Name of
    Member
    
Designation
    (and Category)
  
  

    
1 Mr. Shivam Kumar
    
Member

    
Director)
    
(Non-Executive
    
Independent
  
  

    
2 Mrs. Shivani
    
Chairperson

    
Director)
    
(Non-Executive
    
Independent
  
  

    
3 Mr. Love Kumar
    
Member

    
Director)
    
(Non-Executive
    
Independent
  

(iii) Stakeholder Relationship Committee

  

    
SI. No. Name of
    Member
    
Designation
    (and Category)
  

  

    
1 Mr. Shivam Kumar
    
Chairperson

    
Director)
    
(Non-Executive
    
Independent
  
  

    
2 Mrs. Shivani
    
Member

    
Director)
    
(Non-Executive
    
Independent
  
  

    
3 Mr. Love Kumar
    
Member

    
Director)
    
(Non-Executive
    
Independent
  


COMMITTEE MEETINGS

Table containing details of meetings of various Committees along with
dates are as below:

  

    
SI. No. Committee
    
No. of Meetings
    
Date of Meetings
  
  

    
1 Audit Committee (ACM)
    
06
    
May 16, 2023
  
  

    

    

    
May 25, 2023 August 11, 2023
    November 08, 2023 January 22, 2024 February 14, 2024
  
  

    
2 Nomination Remuneration (NRC)
    and Committee
    
05
    
May 16, 2023 July 19, 2023
    November 08, 2023 January 22, 2024 February 14, 2024
  
  

    
3 Stakeholder committee (SRC)
    Relationship
    
02
    
May 16, 2023 May 25, 2023
    February 14, 2024
  


DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:
(i) In the preparation of the annual accounts for the year ended 31st
March, 2024, the applicable Indian Accounting Standards have been followed along with
proper explanation relating to material departure;
(ii) The Directors have selected such accounting policies and were
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31,
2024 and of the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) The Directors have prepared the annual accounts on-going concern
basis;
(v) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.

AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITOR

M/s. SGR & Associates LLP, Chartered Accountants (FRN: 022767N) as
the Statutory Auditors of the Company for term of five years from F.Y. 2022-23 to F.Y.
2027-28. Pursuant to the provisions of section 139 of the Act, M/s SGR & Associates
LLP, Chartered
Accountants (Firm Registration No. 022767N) were appointed as the
Statutory Auditors of the Company, for a term of five years, to hold office from the
conclusion of the 38th AGM held on September 29, 2023 till the conclusion of
the 43rd AGM.
Further, pursuant to Section 141 of the Act and relevant Rules
prescribed there under, the Company has received certificate from the Auditors along with
peer review certificate, that they are eligible to continue with their appointment and
that they are not disqualified in any manner whatsoever from continuing as Statutory
Auditors.
The Financial Statements and the Auditor's Report for the financial
year ended on 31st March, 2024 are free from any qualification, reservation,
observation and adverse remark; further the notes on accounts are self-explanatory. The
Auditors' Report is enclosed with the Financial Statements in this Annual Report.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s PARISA SHARMA & ASSOCIATES, COMPANY SECRETARIES as
the Secretarial Auditor of your Company to undertake the Secretarial Audit for the
Financial Year 2023-24.
The Secretarial Audit Report for the Financial Year ended 31st
March, 2024 is annexed herewith marked as Annexure-2 to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

REPORTING OF FRAUD BY AUDITORS

During the period under review, neither the Statutory Auditors nor the
Secretarial Auditor has reported to the Audit Committee, under section 143(12) of the
Companies Act 2013, any instance of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board's report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to listing agreement with Stock Exchanges, report on Corporate
Governance along with Auditors statement on its compliance and Management Discussion and
Analysis has been included in this annual report as Annexure-4.

VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013
the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to
the Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and
also provides for direct access to the Chairperson of the Audit
Committee. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

Details pertaining to composition of Nomination & Remuneration
Committee are included in the report on Corporate Governance.

REMUNERATION POLICY

The Board has on the recommendation of nomination & remuneration
committee framed a policy for selection and appointment of directors, senior management,
their remuneration and other matters, as required under sub- section (3) of Section 178 of
the Companies act 2013, is available on our website.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are legal & regulatory
risk. Your company has established a comprehensive risk management policy to ensure that
risk to the Company's continued existence as a going concern and to its development are
identified and addressed on timely basis. Risk management strategy as approved by the
board of directors is implemented by the company management.

RELATED PARTY TRANSACTION

The Board has formulated and adopted a Related Party T ransactions
Policy for the purpose of identification, monitoring and reporting related party
transactions. The policy is available on company's website.

MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial relate
and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURT/TRIBUNALS

No Significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and company operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made thereunder. There was no complaint on
sexual harassment during the year under review.

DISCLOSURES Meeting of the Board

08 (Eight) meetings of the Board of Directors were held during the
year. For further details, please refer report on Corporate Governance.

Particulars of Loans given, Investments made, Guarantees given and
Securities provided

The company has not given any loans, guarantees or investments made
covered under the provisions of section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo

Particulars relating to conservation of energy and technology
absorption stipulated in the Companies (Accounts), 2014 are not applicable to Kalpa
Commercial Limited.
Kalpa Commercial Limited does not have any foreign exchange earnings
and expenditure.

AUDIT COMMITTEE

Details pertaining to composition of Audit Committee are included in
the report on Corporate Governance. All the recommendations made by Audit Committee were
accepted by Board.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to
shareholders request/grievance at the minimum. Priority is accorded to address all the
issues raised by the shareholders and provide them a satisfactory reply at the earliest
possible time. The Shareholders' Grievance Committee of the Board meets periodically and
reviews the status of the Shareholders' Grievances. The shareholders of the Company
continue to be traded in electronic forum and de-materialization exists with both the
depositories viz., National Securities Depository Limited and Central Depository Services
(India) Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the
assistance and cooperation received from the financial institutions, banks, Government
authorities and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Company's
executives, staff and workers.